Nebraska § 21-173 Filings required for merger; effective
date

Nebraska Statutes

§ 21-173 — Filings required for merger; effective date

Nebraska·Ch. 21 Corporations and Other Companies

(RULLCA 1004) (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:

(1)each constituent limited liability company, as provided in subsection (a) of section 21-119 ; and

(2)each other constituent organization, as provided in its governing statute.

(b)Articles of merger under this section must include:

(1)the name and form of each constituent organization and the jurisdiction of its governing statute;

(2)the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;

(3)the date the merger is effective under the governing statute of the surviving organization;

(4)if the surviving organization is to be created by

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(RULLCA
1004) (a) After each constituent organization has approved a merger, articles
of merger must be signed on behalf of:
(1) each constituent
limited liability company, as provided in subsection (a) of section 21-119 ;
and
(2)
each other constituent organization, as provided in its governing statute.
(b) Articles of merger
under this section must include:
(1) the name and form of each constituent organization
and the jurisdiction of its governing statute;
(2) the name and form of the surviving
organization, the jurisdiction of its governing statute, and, if the surviving
organization is created by the merger, a statement to that effect;
(3) the date the merger
is effective under the governing statute of the surviving organization;
(4) if the surviving
organization is to be created by the merger:
(A) if it will be a limited liability
company, the company's certificate of organization; or
(B) if it will be an
organization other than a limited liability company, the organizational document
that creates the organization that is in a public record;
(5) if the surviving
organization preexists the merger, any amendments provided for in the plan
of merger for the organizational document that created the organization that
are in a public record;
(6)
a statement as to each constituent organization that the merger was approved
as required by the organization's governing statute; and
(7) any additional information
required by the governing statute of any constituent organization.
(c) Each constituent
limited liability company shall deliver the articles of merger for filing
in the office of the Secretary of State.
(d) A merger becomes effective under sections 21-170
to 21-184 :
(1)
if the surviving organization is a limited liability company, upon the later
of:
(A)
compliance with subsection (c) of this section; or
(B) subject to subsection (c) of
section 21-121 , as specified in the articles of merger; or
(2) if the surviving
organization is not a limited liability company, as provided by the governing
statute of the surviving organization.